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Company Registration in Serbia

Updated on Wednesday 09th May 2018

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Company formation in Serbia.jpgCompanyFormationSerbia.com provides the necessary instruments for company incorporation in Serbia. Before starting a business, the investors must be aware of the types of companies they can open in Serbia. Just like in any other European country, the investors who want to start a company in Serbia may choose any suitable form of business they want. There are the limited liability companies - private (d.o.o.) or public (a.d.) - and partnerships - general (o.d.) or limited (k.d.). Our company formation specialists in Serbia are at your disposal with complete support at the time of company registration in this country.
 
 
 

What is a Serbian limited liability company?

 
Serbian limited liability company (d.o.o.) is widely used for starting a business in Serbia, it is a legal entity where all the shareholders have a limited liability, based on their contributions and suitable for small and medium businesses. For a private limited liability company in Serbia, the founders must provide a minimum share capital of EUR 500 and this type of entity cannot be formed by more than 50 shareholders. According to the Company Act in Serbia, all shareholders of a limited liability company are liable for its earnings and debts. The major decisions of the Serbian D.O.O. are taken by the general meeting of the shareholders, while the daily decisions and the strict control on observing the articles of association are handled by a director. 
 

Who can register joint stock companies in Serbia?

 
If the Serbian or foreign founders have a higher amount of money to invest in a business, they can incorporate a Serbian joint stock company (A.D.). There are two types of joint stock companies in Serbia:
 
- closed joint stock companies (where the founders must provide a share capital of at least 10,000 EUR and cannot have more than 100 shareholders),
- open joint stock company (with a minimum share capital of 25,000 EUR and more than 100 shareholders). Only the stocks of the open joint stock company can be registered with the Stock Exchange in order to increase the capital. The major decisions are also taken by the general meeting of the shareholders, while the daily ones are taken by a board of directors, controlled by a supervisory board.
 

What is a Serbian general partnership?

 
The Serbian general partnership is formed by two or more individuals or corporate bodies united under a partnership agreement and with a personality not separated from the one of the entity. No minimum share capital is necessary to run this business and the capital is usually stipulated in the partnership agreement. All the major decisions are taken by all the members and, in case of liquidation, the personal assets of the members are not protected. 
 

What is a Serbian limited partnership?

 
A Serbian limited partnership (K.D.) is similar to the above type of partnership but it has two types of members: ones with unlimited rights and liabilities in the entity, called general partners, and at least one partner with rights and liabilities limited by the contribution at the partnership’s capital. There is no minimum share capital request for starting this type of company in Serbia.
 

Incorporation procedure in Serbia

 
Preliminary actions. A Serbian legal entity is based on the constitutive documents called articles of association which contain all the internal regulations and entity details. The founders of a Serbian company must elaborate these documents and must make sure that the chosen name is not already used by another entity. The articles of association or the partnership agreement must contain:
 
  • complete information about the owners (their names, the nationality, the country of residence);
  • the address of the head office, and the main activities of the business;
  • the objectives of the newly-formed company in Serbia, in accordance with the applicable legislation;
  • details about the initial capital contribution which is kept in a temporary bank account.
 
It is good to know that the Memorandum of Association must be notarized at a basic court, at the Municipality or public notary.
 
Actual registration. The registration at the Serbian Trade Register must be made before starting any commercial activity. The incorporation is made by submitting an application via e-mail or by visiting the institution. The founder must fill the application for registration found on the Business Registration Agency website. In the same time with the registration certificate issued by the Serbian Business Registration Agency, the founder will also obtain a registration number and code of Republic Statistical Agency (RSA), a registration certificate from the Pension Fund (PIO fund) and one from the Health Fund.
 

Tax registration in Serbia

 
The registration with the tax authorities is necessary for obtaining a tax identification number and a VAT number. This process is free of charge and it is made by submitting a form downloaded from the official tax authority website. If the entity will hire employees, it is mandatory to register them at the Employment Fund and, only after taking this step, the company may start the activities. Under the Law on Employment and Insurance in Case of Unemployment, any Serbian employer must submit an application on vacancy jobs with the National Employment Office.
 

Shelf company in Serbia

 
Foreign investors who want to enter the Serbian market in a fast manner can purchase shelf companies. These ready-made companies in Serbia can suit most business needs of foreign entrepreneurs. A shelf company in Serbia comes with varied benefits among which less bureaucracy, as this is a registered company with an established bank account, a transparent background, and no debts. Please feel free to ask our team of specialists for extra details about shelf companies in Serbia.
 

What is a virtual office in Serbia?

 
A virtual office in Serbia is a set of services destined for foreigners looking for other options instead of a traditional business office. This is subject to low costs and among the advantages of such virtual office, we mention:
 
  • a notable business address in Belgrade or any important city in Serbia;
  • local phone and fax numbers linked to the new business in Serbia;
  • call answering and message forwarding in compliance with the owners’ requests;
  • the support of a meeting room for conferences and business consultations;
  • collection of bank statements and any related documents which can be forwarded to the business person.
 

Economy overview in Serbia

 
With a strategic position in the central part of the Balkans, Serbia has a very encouraging market strategy. Serbian workforce is highly educated and subject to low costs. Serbia has signed several treaties with the Western Balkans countries, USA, and EU states for tax and economic matters. Also, Serbia signed a free trade agreement with Russia which allows the access to over a 150 million consumers market. Special measures are taken to encourage foreign investors who want to establish subsidiaries in Serbia, like the special treatment granted for the entrepreneurs who invest in fixed assets, with a capital amount above EUR 8 million and hire more than 100 employees through the investment period. These companies are not paying the corporate tax for a period of 10 years. Serbia also has the smallest corporate tax rate in Europe.
 
Double taxation treaties are signed with more than 50 countries. Serbia has become a candidate state to the European Union and specific measures are taken for reforming the state administration and public finances. Fiscal consolidation is another goal of the Serbian government, aimed at reforming state-owned enterprises (SOEs).
 
If you need more information about how you can open a company in Serbia, you can contact our Serbian company formation specialists.
 

 

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